4//SEC Filing
NEA 18 Venture Growth Equity, L.P. 4
Accession 0001193125-25-232133
CIK 0001671284other
Filed
Oct 5, 8:00 PM ET
Accepted
Oct 6, 5:49 PM ET
Size
33.9 KB
Accession
0001193125-25-232133
Insider Transaction Report
Form 4
NeueHealth, Inc.NEUE
NEA 18 VGE GP, LLC
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+607,536$6,075→ 2,261,870 total - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−1,656,789→ 0 totalExercise: $0.01→ Common Stock (1,656,789 underlying) - Disposition to Issuer
Series B Convertible Perpetual Preferred Stock
2025-10-02−100,000→ 0 total→ Common Stock (1,352,200 underlying) - Disposition to Issuer
Common Stock
2025-10-02−2,384,873→ 0 total - Disposition to Issuer
Series A Convertible Perpetual Preferred Stock
2025-10-02−125,000→ 0 total→ Common Stock (550,323 underlying) - Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−124,085→ 0 totalExercise: $0.01→ Common Stock (124,085 underlying) - Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+1,656,789$16,568→ 1,656,789 total - Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+124,085$1,241→ 2,385,055 total - Sale
Common Stock
2025-10-02$6.75/sh−900$6,075→ 2,260,970 total - Tax Payment
Common Stock
2025-10-02$6.75/sh−182$1,229→ 2,384,873 total - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−607,536→ 0 totalExercise: $0.01→ Common Stock (607,536 underlying) - Sale
Common Stock
2025-10-02$6.75/sh−2,455$16,571→ 1,654,334 total - Award
Warrant (Right to Buy)
2025-10-02+124,085→ 124,085 totalExercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (124,085 underlying)
NEA 18 Venture Growth Equity, L.P.
Director10% Owner
Transactions
- Sale
Common Stock
2025-10-02$6.75/sh−2,455$16,571→ 1,654,334 total - Sale
Common Stock
2025-10-02$6.75/sh−900$6,075→ 2,260,970 total - Disposition to Issuer
Common Stock
2025-10-02−2,384,873→ 0 total - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−607,536→ 0 totalExercise: $0.01→ Common Stock (607,536 underlying) - Disposition to Issuer
Series A Convertible Perpetual Preferred Stock
2025-10-02−125,000→ 0 total→ Common Stock (550,323 underlying) - Tax Payment
Common Stock
2025-10-02$6.75/sh−182$1,229→ 2,384,873 total - Disposition to Issuer
Series B Convertible Perpetual Preferred Stock
2025-10-02−100,000→ 0 total→ Common Stock (1,352,200 underlying) - Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−124,085→ 0 totalExercise: $0.01→ Common Stock (124,085 underlying) - Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+1,656,789$16,568→ 1,656,789 total - Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+607,536$6,075→ 2,261,870 total - Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+124,085$1,241→ 2,385,055 total - Award
Warrant (Right to Buy)
2025-10-02+124,085→ 124,085 totalExercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (124,085 underlying) - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−1,656,789→ 0 totalExercise: $0.01→ Common Stock (1,656,789 underlying)
NEA Partners 18 VGE, L.P.
Director10% Owner
Transactions
- Sale
Common Stock
2025-10-02$6.75/sh−2,455$16,571→ 1,654,334 total - Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+607,536$6,075→ 2,261,870 total - Disposition to Issuer
Series A Convertible Perpetual Preferred Stock
2025-10-02−125,000→ 0 total→ Common Stock (550,323 underlying) - Award
Warrant (Right to Buy)
2025-10-02+124,085→ 124,085 totalExercise: $0.01From: 2025-10-02Exp: 2030-10-02→ Common Stock (124,085 underlying) - Tax Payment
Common Stock
2025-10-02$6.75/sh−182$1,229→ 2,384,873 total - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−1,656,789→ 0 totalExercise: $0.01→ Common Stock (1,656,789 underlying) - Exercise/Conversion
Warrant (Right to Buy)
2025-10-02−124,085→ 0 totalExercise: $0.01→ Common Stock (124,085 underlying) - Exercise of In-Money
Common Stock
2025-10-02$0.01/sh+1,656,789$16,568→ 1,656,789 total - Exercise/Conversion
Common Stock
2025-10-02$0.01/sh+124,085$1,241→ 2,385,055 total - Sale
Common Stock
2025-10-02$6.75/sh−900$6,075→ 2,260,970 total - Exercise of In-Money
Warrant (Right to Buy)
2025-10-02−607,536→ 0 totalExercise: $0.01→ Common Stock (607,536 underlying) - Disposition to Issuer
Common Stock
2025-10-02−2,384,873→ 0 total - Disposition to Issuer
Series B Convertible Perpetual Preferred Stock
2025-10-02−100,000→ 0 total→ Common Stock (1,352,200 underlying)
Footnotes (9)
- [F1]The securities are directly held by NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE") and are indirectly held by NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"), the sole general partner of NEA 18 VGE, NEA 18 VGE GP, LLC ("NEA 18 VGE GP"), the sole general partner of NEA Partners 18 VGE, and the individual managers of NEA 18 VGE GP (NEA Partners 18 VGE, NEA 18 VGE GP and the individual managers of NEA 18 VGE GP (collectively, the "Managers") together, the "Indirect Reporting Persons"). The Mangers are Ali Behbahani, Carmen Chang, Anthony Florence, Jr., Mohamad Makhzoumi, Edward Mathers, Scott Sandell, Paul Walker and Rick Yang. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Indirect Reporting Persons have no pecuniary interest.
- [F2]Represents the cashless net exercise of a warrant through the surrender of shares to the Issuer based on a fair market value of $6.75 per share, the closing market price of the Issuer's common stock on October 1, 2025.
- [F3]Pursuant to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among the Issuer, NH Holdings 2025, Inc. ("Parent") and NH Holdings Acquisition 2025, Inc. ("Merger Sub"), on October 2, 2025, Merger Sub merged with and into the Issuer with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to rollover agreements entered into between certain of the Reporting Persons and NH Holdings 2025 SPV, L.P. ("Ultimate Parent"), Parent and Merger Sub, each share of the Issuer's Common Stock, Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock") beneficially owned by the Reporting Persons was contributed to Ultimate Parent in exchange for limited partnership interests in Ultimate Parent. Each such share of the Issuer's Common Stock, Series A Preferred Stock and Series B Preferred Stock was then cancelled and ceased to exist.
- [F4]The warrants became exercisable as to 828,395 shares on August 29, 2023, 552,263 shares on September 18, 2023, 100,606 shares on November 1, 2023 and 175,525 shares on December 20, 2023.
- [F5]The warrants became exercisable as to 371,187 shares on April 30, 2024, 28,399 shares on June 21, 2024, 185,595 shares on October 2, 2024 and 22,355 shares on September 26, 2025.
- [F6]Warrants issued pursuant to the Warrantholders Agreement, dated September 30, 2025 between the Issuer and the holders listed on Schedule 1 thereto, and the Credit Agreement, dated August 4, 2023, as amended by that certain Incremental Amendment No. 1, dated as of October 2, 2023, that certain Incremental Amendment No. 2, dated as of April 8, 2024, that certain Amendment No. 3, dated as of June 21, 2024, that certain Amendment No. 4, dated as of October 29, 2024, and that certain Amendment No. 5, dated as of September 30, 2025, between the Issuer and the lenders thereto.
- [F7]The warrants became fully exercisable on October 2, 2025.
- [F8]The Series A Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $4.55 per share) as of the conversion date, subject to anti-dilution adjustments. The Series A Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series A Preferred Stock upon the occurrence of certain conditions.
- [F9]The Series B Preferred Stock was convertible into the number of shares of the Issuer's Common Stock equal to the quotient of (a) the sum of (i) the liquidation preference (initially $1,000 per share) plus (ii) the accrued dividends thereon as of the conversion date, divided by (b) the conversion price (initially approximately $1.4169 per share) as of the conversion date, subject to anti-dilution adjustments. The Series B Preferred Stock was convertible at any time and had no expiration date, subject to the Issuer's election to convert or redeem all of the Series B Preferred Stock upon the occurrence of certain conditions.
Documents
Issuer
NeueHealth, Inc.
CIK 0001671284
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001880239
Filing Metadata
- Form type
- 4
- Filed
- Oct 5, 8:00 PM ET
- Accepted
- Oct 6, 5:49 PM ET
- Size
- 33.9 KB